Membership Agreement Essentials¶

Overview¶

Your membership agreement is the legal contract between your practice and each patient. It defines the relationship, sets expectations, protects both parties, and ensures clarity about what is included in membership.

A well-crafted agreement prevents misunderstandings, reduces disputes, and supports the unique nature of the DPC model.

Prerequisites¶

• Selected your Membership Model
• Determined your Pricing
• Understanding of services you will offer
• Consultation with healthcare attorney (strongly recommended)

Why the Agreement Matters¶

For Your Protection¶

• Clarifies that DPC is not insurance
• Defines scope of services
• Establishes cancellation and refund terms
• Documents patient responsibilities
• Creates legal record of relationship terms

For Patient Clarity¶

• Explains what they receive
• Sets realistic expectations
• Outlines how to access care
• Clarifies costs and payment
• Describes what is not included

For Regulatory Compliance¶

• Some states have specific DPC legislation requiring certain disclosures
• Distinguishes DPC from insurance products
• Documents the direct relationship

Essential Sections¶

1. Parties and Definitions¶

Purpose: Identify who is entering the agreement and define key terms.

Include: - Practice legal name and address - Patient name (and responsible party for minors) - Effective date - Definition of "membership," "services," "practice"

Your attorney's draft must identify:

• The legal entity that contracts with the patient (the practice entity, never you personally)
• The member, and who signs for a minor or a dependent
• The effective date
• The defined terms the rest of the agreement relies on

2. Nature of the Relationship¶

Purpose: Clearly establish this is a direct care arrangement, not insurance.

Critical Disclosures: - This is NOT health insurance - This does not replace the need for health insurance - This arrangement does not cover hospitalization, specialist care, or emergencies - The practice does not bill insurance for membership services

Must state, in the words your state requires:

• That the agreement is not health insurance and does not replace coverage for hospital, emergency and specialist care
• That the practice will not bill the member's insurer for membership services
• Any statutory disclaimer, verbatim and in the typography the statute specifies (see below)

A generic paragraph will not satisfy the states that dictate the exact wording or typography of the disclosure. Florida 624.27(4)(h) prescribes a verbatim sentence ("This agreement is not health insurance and the health care provider will not file any claims against the patient's health insurance policy or plan...") in a contrasting colour and at least 12-point type; Idaho 39-9207 prescribes a verbatim disclaimer; Ohio 3901.95 requires the statement that the agreement is not health insurance, is not subject to insurance laws and does not meet any individual health insurance mandate; Michigan MCL 500.129(3)(g)-(i) requires a prominent statement that the patient must pay for services not in the agreement. Copy the statutory wording exactly.

State-Specific Note: The mandated-wording states are Florida, Idaho, Ohio, Michigan and Washington (RCW 48.150). Texas requires only a pre-signing "not insurance" notice (Occupations Code 162.256) and a promise not to bill insurers (162.254). Oklahoma (36 O.S. 4605(F)) requires three terms: termination on written notice, fees not earned until the month is complete, and a refund of unearned fees when the patient terminates. See State DPC Laws Overview and verify with a local healthcare attorney.

3. Services Included¶

Purpose: Detail exactly what the membership covers.

Categories to Address:

Office Visits - Number of visits (unlimited vs. limit) - Visit duration expectations - Types of visits covered

Communication Access - Phone consultations - Secure messaging - Email policies - Response time expectations

Telehealth - Video visit availability - Platform used - When telehealth is appropriate

Preventive Care - Annual wellness exams - Age-appropriate screenings - Health coaching

Clinical Services - Basic procedures included - Point-of-care testing included - EKG, spirometry, etc.

Care Coordination - Referral coordination - Medical records management - Communication with specialists

The agreement must list, specifically, what membership includes. Items practices commonly include:

• Office visits during regular hours, and whether they are unlimited
• Same-day or next-day appointments when medically appropriate
• An annual wellness examination
• Secure messaging, with the response time you actually commit to
• Telephone and video visits
• Basic in-office procedures, and whether materials are at cost
• Point-of-care testing you perform in the office
• Electrocardiogram
• Care coordination and referral management
• Prescription management and prior authorizations

4. Services NOT Included¶

Purpose: Prevent misunderstandings about scope of care.

Typically Excluded: - Hospitalization - Emergency room care - Specialist consultations - Surgery - Imaging (X-ray, CT, MRI) - Laboratory services (or note if offered at wholesale) - Immunizations (or note how handled) - Durable medical equipment - Prescription medications - Services requiring facilities not available at practice

And, just as specifically, what it does not include. Items practices commonly exclude, with the member responsible for the cost:

• Hospital and emergency room services
• Specialist physician services
• Surgical procedures
• Imaging
• Laboratory services, if billed separately (see the HSA note below on how they must be priced)
• Immunizations, or the vaccine cost only, with administration included
• Prescription medications
• Durable medical equipment
• Mental health services beyond an initial assessment
• Physical and occupational therapy
• Anything provided outside the practice

5. Fees and Payment Terms¶

Purpose: Document pricing, payment schedule, and financial policies.

Include: - Monthly/annual membership fee - Payment due date - Accepted payment methods - Late payment policy - Returned payment fees - Price for additional services (if any) - How price changes will be communicated

Must state:

• The membership fee and the billing cycle
• The due date and the accepted payment methods
• Any returned-payment fee
• How and how often fees can change, and with what notice
• That labs, vaccines and procedures billed separately are priced on a fee schedule available on request, at the same price to non-members

In Louisiana the 60-day notice and the once-a-year limit on fee changes are mandatory (R.S. 37:1360.83(D)), not a courtesy. Elsewhere they are a reasonable convention.

6. Term and Renewal¶

Purpose: Define membership duration and renewal process.

Options: - Month-to-month (most flexible) - Annual with monthly payments - Annual prepaid

Month-to-month: must state when the agreement begins, that it continues until either party ends it, and how it is ended.

Annual: must state the initial term, whether and how it renews, and any notice deadline for non-renewal. A notice deadline conflicts with the states where the patient may terminate at will on written notice (Idaho, Louisiana, Washington, Oklahoma, Michigan); in those states an annual term can set the price but cannot lock the patient in.

A fixed annual term that renews automatically is also a "negative option" or automatic-renewal contract. Under California Business and Professions Code 17600-17606 the renewal terms must be disclosed clearly, the patient must give affirmative consent to them, an annual renewal needs a reminder notice 15 to 45 days before it renews, and a patient who enrolled online must be able to cancel online. Other states have similar laws. See Handling Cancellations and Refunds.

7. Cancellation and Termination¶

Purpose: Define how either party can end the relationship.

Patient Cancellation: - Notice period, if your state allows one (30 days is common in states without a DPC statute; Idaho, Louisiana, Washington, Oklahoma and Michigan let the patient terminate at will on written notice) - How to submit cancellation (never require a mailed letter; if patients can enrol online they must be able to cancel online) - Refund of unearned fees (mandatory in some states; see below) - Final payment obligations

Practice Termination: - Enumerated reasons practice may terminate (non-payment, fraud, repeated non-compliance, abusive or dangerous behaviour, practice closure) - A statement that the practice will not terminate because of the member's health status - Notice period (typically 30 days except for cause; Ohio caps it at 60 days after notice) - Continuity of care obligations

Cancellation by the member must cover:

• How notice is given. Accept email, the patient portal or an online account; never require a mailed letter, and if members enrol online they must be able to cancel online.
• When cancellation takes effect
• What happens to fees already paid for the period after that date (refund of unearned fees is mandatory in Washington, Idaho, Oklahoma and Louisiana)

Termination by the practice must:

• List the grounds: non-payment after written notice and a chance to cure; fraud or materially false information; repeated failure to follow the treatment plan in a way that makes safe care impossible; abusive, threatening or dangerous behaviour; closure or relocation of the practice
• State the notice period, with an exception only for danger to the physician, staff or other patients
• State that health status, medical condition, and the cost or complexity of care are never grounds. Washington (RCW 48.150.050) and Louisiana (R.S. 37:1360.85) limit practice termination to enumerated grounds; Idaho requires the agreement to state them; Ohio caps termination at 60 days after notice.
• Commit to providing records and reasonable help transitioning to another physician

Non-discrimination must state that the practice will not refuse, end or vary the agreement because of health status, pre-existing conditions, race, religion, national origin, disability, sex, age, education or economic status. Louisiana R.S. 37:1360.82 lists race, religion, national origin, disability, education and economic status; Washington and Louisiana add health status.

8. Refund Policy¶

Purpose: Clearly state refund terms to prevent disputes.

Common Approaches: - No refund of the current month once it has begun (common for monthly memberships where state law allows it) - Prorated refunds for annual prepaid memberships - Refund of unearned fees on any cancellation (mandatory in Washington, Idaho, Oklahoma and Louisiana)

Must state:

• When a fee is earned. In Washington, Idaho, Oklahoma and Louisiana fees are earned only as each month of service is completed.
• What is refunded when the member cancels and when the practice terminates
• How annual prepaid fees are handled
• That prepaid fees for any period after a practice closure are refunded (required in Florida, 624.27(4)(g))
• Any administrative deduction, only where state law allows one. An administrative fee, "complete months only" and "no refund for cause" are not permitted in the refund states.

9. Patient Responsibilities¶

Purpose: Outline what you expect from members.

Common Responsibilities: - Provide accurate health information - Keep appointments or cancel with notice - Follow treatment recommendations (to extent willing) - Treat staff with respect - Maintain updated contact and payment information - Maintain health insurance for non-covered services

Responsibilities practices commonly include:

• Provide accurate and complete health information
• Report changes in health status, medications or contact details
• Cancel or reschedule with reasonable notice
• Treat staff with courtesy
• Keep a valid payment method on file
• Maintain health insurance for services the membership does not cover
• Use the emergency room or 911 for emergencies

10. Privacy and Medical Records¶

Purpose: Address HIPAA and records policies.

Include: - Reference to Notice of Privacy Practices - Medical records ownership and access - Records retention policy - Records release process

Must state:

• That records are kept as applicable law requires, and that the member has received or been offered the Notice of Privacy Practices
• How the member requests records, and that any copying fee is reasonable and cost-based (45 CFR 164.524©(4))
• The records release process

11. Communication and Response Times¶

Purpose: Set realistic expectations for access.

Include: - Office hours - After-hours policy - Expected response times - Emergency protocols

Must state:

• Office hours
• The response time you commit to for each channel (secure message, phone, after-hours)
• After-hours arrangements for urgent, non-emergency concerns
• That the practice does not provide emergency services and members should call 911 or go to an emergency room

12. Limitation of Liability¶

Purpose: Limit practice liability where legally permissible.

Note: This section requires careful legal review. Limitations must be reasonable and compliant with state law.

Your attorney decides whether to include one and how to word it. Limitation clauses are unenforceable in some states for personal-injury claims, must carve out gross negligence and wilful misconduct, and cannot limit malpractice liability. Do not draft this section yourself.

13. Dispute Resolution¶

Purpose: Define how disputes will be handled.

Options: - Mediation first - Binding arbitration - Litigation with venue specified

Must state: the sequence (negotiation, then mediation, then arbitration or court), the venue, and the governing law. Arbitration clauses in patient agreements are restricted in some states and must be conspicuous; this is your attorney's call.

14. Signatures¶

Purpose: Document agreement by both parties.

Include: - Patient/guardian signature line - Date line - Practice representative signature (optional but recommended) - Witness line (if required by state)

State-Specific Considerations¶

States with DPC-Specific Legislation¶

As of 2026, 33 states have enacted DPC legislation clarifying that DPC is not insurance (see State DPC Laws Overview). Requirements vary. Key states with specific requirements:

See the "State rules that override this sample" box above for Florida, Ohio, Oklahoma and Michigan.

Action: Research your state's DPC statute or consult a local healthcare attorney.

Medicare Considerations¶

If you will enrol Medicare beneficiaries, there are two paths, and the agreement must say which one you are on:

Path 1: You have opted out of Medicare. A physician who has opted out may charge a Medicare beneficiary for Medicare-covered services, at any price, provided each beneficiary has signed a private contract that meets every element of 42 CFR 405.415 before services are furnished. The contract must, among other things: be in writing in a legible type size; state that the beneficiary accepts full responsibility for payment, that Medicare limits do not apply, that neither party will submit a claim to Medicare, and that Medicare and Medigap will not pay; state that the beneficiary knows they may obtain covered services from physicians who have not opted out; give the effective and expiry dates of your opt-out period; be signed by both parties; not be entered into while the beneficiary needs emergency or urgent care; and be retained for the whole opt-out period. The private-contract language can sit inside the membership agreement. Follow the Medicare Opt-Out Guide for the full list of elements and the affidavit process.

Path 2: You have not opted out (participating or non-participating). You must submit claims to Medicare for covered services (42 USC 1395w-4(g)(4)) and may charge a membership fee only for services Medicare does not cover. Non-participating status changes how you are paid; it does not free you from billing Medicare. Only opt-out with private contracts does that.

This is a complex area. Have a healthcare attorney review the Medicare language before you enrol your first beneficiary.

Working With Your Attorney¶

Step 1: Bring the Right Material¶

• This checklist, with the sections that apply to your practice marked
• Your state's DPC statute (see State DPC Laws and your state guide)
• Your fee schedule, your list of included and excluded services, and your Medicare status
• Do not bring a template found online, and do not ask for another practice's agreement to be adapted; the parts that matter are state-specific

Step 2: Confirm the State-Specific Parts¶

• The insurance disclaimer, in the exact words and typography your state requires
• Refund of unearned fees and at-will cancellation where your state mandates them
• The grounds on which you may end the agreement, and the health-status protection
• Automatic-renewal rules if you use an annual term or online enrolment

Step 3: Confirm the Judgement Calls¶

• Whether a limitation-of-liability clause is worth including in your state
• Dispute resolution: mediation, arbitration or court, and venue
• Medicare: opted out with private contracts, or not opted out

Step 4: Test Readability¶

• Have non-medical friends read it
• Ensure average person can understand terms
• Simplify language where possible without losing legal protection

Step 5: Create Patient-Friendly Summary¶

• Consider a one-page summary of key points
• Not a replacement for full agreement
• Helps patients understand quickly

Checklist: Membership Agreement¶

Content¶

• Parties clearly identified
• Effective date included
• NOT INSURANCE statement prominent
• Services included clearly listed
• Services excluded clearly listed
• Fees and payment terms detailed
• Term and renewal defined
• Cancellation process documented
• Refund policy stated
• Patient responsibilities outlined
• Privacy/HIPAA referenced
• Communication expectations set
• Dispute resolution included
• Signature blocks present

Legal Review¶

• Healthcare attorney reviewed
• State-specific requirements met
• Medicare language appropriate (if applicable)
• Insurance/non-insurance disclaimers compliant

Implementation¶

• Final version approved
• Copies available for patients
• Electronic signature option (if desired)
• Storage system for signed agreements
• Process for providing copy to patient

Resources¶

• Template Membership Agreement (planned)
• Direct Primary Care Alliance - Member resources
• State DPC Laws Overview - Which states have statutes and what they require
• Medicare Opt-Out Guide - Private contracts under 42 CFR 405.415
• Handling Cancellations and Refunds - Cancellation, refund and automatic-renewal rules
• IRS Notice 2026-05 - 2026 HSA rules for DPC arrangements
• Your state medical board for state-specific requirements
• Healthcare attorney for legal review

Sources checked against primary law and agency guidance on 2026-09-22.

Next Steps¶

After creating your agreement: - Payment Processing Options - Collecting membership fees - Patient Onboarding Workflow - Using the agreement in enrollment - HIPAA Compliance Basics - Privacy practices referenced in agreement